SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BRODIE THOMAS L (Last) (First) (Middle) 9 WEST 57TH STREET 50TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TOWN & COUNTRY TRUST [ TCT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President and COO
	3. Date of Earliest Transaction (Month/Day/Year) 03/17/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Ownership	03/17/2006	(1)	G		635(2)	D	(1)	5,855	D
Common Shares of Beneficial Ownership	03/31/2006	(1)	D		85,000(3)	D	(4)	0	D
Common Shares of Beneficial Ownership	03/31/2006	(1)	D		5,855	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Buy	$19.36	03/31/2006	(1)	D			11,667	(5)	05/03/2011	Common Shares of Beneficial Interest	11,667	$20.84	0	D
Options to Buy	$21.3	03/31/2006	(1)	D			11,667	(6)	01/30/2012	Common Shares of Beneficial Interest	11,667	$18.9	0	D

Explanation of Responses:

1. This field is not applicable.

2. This amount represents a variety of gifts to cultural and educational institutions.

3. Restricted stock granted pursuant to the 1997 Plan.

4. Disposed of pursuant to merger agreement between issuer and Magazine Acquisition LP in exchange for the right to receive $40.20 per share on the effective date of the merger.

5. These options, which provided for vesting in thirds annually beginning May 3, 2002, were cancelled in the merger in exchange for a cash payment of $243,140.28, representing the difference between the exercise price and $40.20 per share.

6. These options, which provided for vesting in thirds annually beginning January 30, 2003, were cancelled in the merger in exchange for a cash payment of $220,506.30, representing the difference between the exercise price and $40.20 per share.

	/s/ Thomas Brodie, by Daniel G. Berick as attorney-in-fact	04/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.